Vicarious criminal liability requires specific averment that directors were in charge of company business, not mere management allegations.

Section 68 of the Foreign Exchange Regulation Act, 1973 imposes vicarious criminal liability only on persons who were in charge of, and responsible for, the company's business at the time of contravention. Because the provision is penal, it must be strictly construed. A complaint that merely describes accused persons as directors or states that they were managing the company's affairs is insufficient unless it specifically alleges that they had overall control of the day-to-day business and were responsible for its conduct. In the absence of that foundational averment, prosecution of the directors cannot be sustained and the complaint is liable to be quashed to that extent.

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Issues: Whether directors of a company can be proceeded against under the Foreign Exchange Regulation Act, 1973 in the absence of a specific allegation that they were in charge of and responsible for the conduct of the company's business.

Analysis: Section 68 of the Foreign Exchange Regulation Act, 1973 creates vicarious liability for persons who, at the time of the contravention, were in charge of and responsible to the company for the conduct of its business. As the provision is penal in character, it must be construed strictly. A mere statement that certain accused were directors and were managing the affairs of the company was held insufficient, because it did not specifically allege the statutory requirement that they were in overall control of the day-to-day business and responsible for its conduct. In the absence of such an averment, the complaint could not sustain prosecution of the directors.

Conclusion: The directors could not be prosecuted on the basis of the complaint as framed, and the complaint and summoning order were quashed to that extent.

Final Conclusion: The petition succeeded, and the prosecution against the directors was set aside for want of the necessary foundational allegation under the statutory provision governing company offences.

Ratio Decidendi: For company liability provisions imposing vicarious criminal responsibility, the complaint must specifically aver that the accused directors were in charge of and responsible for the conduct of the company's business; a vague reference to their directorship or management of affairs is insufficient.

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